JPMorgan offers auto‑callable contingent‑interest notes due 2031

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is offering auto-callable, contingent-interest structured notes due May 22, 2031, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes pay quarterly Contingent Interest Payments (at least 3.5375% per quarter, equivalent to 14.15% per annum) if each underlying closes daily above a 70.00% Interest Barrier. The Underlyings are the S&P 500® Index, iShares MSCI EAFE ETF and iShares MSCI Emerging Markets ETF. The notes are callable beginning August 19, 2026. Pricing is expected on or about May 20, 2026 and settlement on or about May 26, 2026. Estimated secondary-market value at pricing is approximately $970.00 per $1,000 (minimum disclosed estimated value $950.00). The notes expose holders to credit risk of JPMorgan Financial and JPMorgan Chase & Co., possible loss of principal if the Least Performing Underlying falls below a 60.00% Trigger Value, limited upside (no participation in underlying appreciation) and constrained liquidity.

Insights

Structured Products Strategist

Auto-callable, coupon‑style notes link interest to three individual underlyings; call risk and path‑dependent payoffs dominate outcomes.

The terms show a path‑dependent quarterly coupon: a Contingent Interest Payment only if each Underlying remains ≥70.00% of its Strike Value on every day of the Quarterly Monitoring Period. The notes are automatically called if all Underlyings close ≥Strike Value on a Review Date.

Key dependencies include daily monitoring vs. the Interest Barrier, the scheduled Review Dates starting August 19, 2026, and the final Trigger Value mechanics at maturity. Liquidity is likely limited, and secondary prices may be well below original issue price.

Tax & Accounting Counsel

Issuers intend to treat the notes as prepaid forward contracts with contingent coupons; tax treatment remains uncertain.

The pricing supplement states the intended U.S. federal tax treatment: prepaid forward contracts with Contingent Interest Payments taxed as ordinary income. Counsel notes the IRS has solicited comments on such instruments and final regulations could change timing/character of income.

Non‑U.S. withholding is discussed; withholding at 30% may apply to Contingent Interest Payments for Non‑U.S. Holders unless documentation supports a reduced rate. Consult a tax adviser.

Key Figures

Contingent Interest Rate (minimum): 14.15% per annum Quarterly Contingent Interest Payment (min): $35.375 per $1,000 Strike Values (Strike Date May 19, 2026): SPX 7,353.61; EFA $101.92; EEM $64.26 +5 more

8 metrics

Contingent Interest Rate (minimum) 14.15% per annum payable at least 3.5375% per quarter

Quarterly Contingent Interest Payment (min) $35.375 per $1,000 per Quarterly Monitoring Period when conditions met

Strike Values (Strike Date May 19, 2026) SPX 7,353.61; EFA $101.92; EEM $64.26 closing values used as Strike Value on Strike Date

Interest Barrier (per Underlying) 70.00% of Strike Value Interest Barrier equals 70.00% (e.g., SPX Interest Barrier = 5,147.527)

Trigger Value (per Underlying) 60.00% of Strike Value Trigger Value equals 60.00% (e.g., SPX Trigger = 4,412.166)

Estimated value at pricing $970.00 per $1,000 (approx.) stated estimated value if notes priced today; disclosed minimum estimated value $950.00

Key dates Pricing ~May 20, 2026; Settlement ~May 26, 2026; Earliest call Aug 19, 2026 pricing, settlement and first callable Review Date

CUSIP 46661ACA6 identifier for the notes

Key Terms

Contingent Interest Payment, Interest Barrier, Trigger Value, Prepaid forward contract, +1 more

5 terms

Contingent Interest Payment financial

"If the notes have not been automatically called and the closing value of each Underlying"

Interest Barrier financial

"With respect to each Underlying, 70.00% of its Strike Value"

Trigger Value financial

"With respect to each Underlying, 60.00% of its Strike Value"

A trigger value is a pre-set threshold—usually a specific price, ratio, or metric—that, once reached, automatically prompts a defined action such as a trade, disclosure, margin call, or regulatory response. Think of it like a thermostat setting or tripwire: when the reading crosses the line, a predetermined step happens to manage risk or enforce rules. Investors care because trigger values can cause sudden buying or selling and change a stock’s short-term supply, demand, or obligations.

Prepaid forward contract tax

"intend to treat the notes for U.S. federal income tax purposes as prepaid forward contracts"

Share Adjustment Factor financial

"the Share Adjustment Factor of each Fund is subject to adjustment upon the occurrence"

Offering Details

shelf

Offering

Offering Type shelf

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the coupon and how are Contingent Interest Payments determined for JPM notes (JPM)?

Contingent Interest Payments equal at least $35.375 per $1,000 per quarter (a minimum 14.15% per annum rate). They are payable only if each Underlying closes every trading day of the Quarterly Monitoring Period at or above the 70.00% Interest Barrier.

When can the JPMorgan structured notes be automatically called?

The notes are callable if, on a Review Date (other than the final one), each Underlying closes at or above its Strike Value. The earliest possible automatic call date is August 19, 2026, with the related Call Settlement Date on the next Interest Payment Date.

How is payment at maturity calculated if the notes are not called?

At maturity, if all Final Values ≥ their 60.00% Trigger Value, you receive $1,000 plus any final contingent coupon. If any Final Value is below its Trigger Value, payment = $1,000 × (1 + Least Performing Underlying Return), risking loss of principal (potentially total loss).

What are the key credit and liquidity risks for these JPM notes?

Payments depend on the creditworthiness of JPMorgan Financial and guarantor JPMorgan Chase & Co. The notes are unlisted, secondary trading depends on JPMS willingness to buy, and secondary prices are likely to be below original issue price.

What estimated value should investors note at pricing for the JPM notes?

The pricing supplement states the estimated value would be approximately $970.00 per $1,000 at pricing and will not be less than $950.00 per $1,000. The original issue price will exceed the estimated value due to selling and structuring costs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/20/2026 - 07:14 PM Learn about SEC filing dates

The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not
an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion dated May 20, 2026
May , 2026 Registration Statement Nos. 333-293684 and 333-293684-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 3-I dated April 17, 2026, underlying supplement no. 1-I dated April 17, 2026 and the prospectus and
prospectus supplement, each dated April 17, 2026
JPMorgan Chase Financial Company LLC
Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing
of the S&P 500® Index, the iShares® MSCI EAFE ETF and the iShares®
MSCI Emerging Markets ETF due May 22, 2031
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
• The notes are designed for investors who seek a Contingent Interest Payment with respect to each Quarterly Monitoring
Period during which, on each day, the closing value of each of the S&P 500® Index, the iShares® MSCI EAFE ETF and
the iShares® MSCI Emerging Markets ETF, which we refer to as the Underlyings, is greater than or equal to 70.00% of its
Strike Value, which we refer to as an Interest Barrier.
• The notes will be automatically called if the closing value of each Underlying on any Review Date (other than the final
Review Date) is greater than or equal to its Strike Value.
• The earliest date on which an automatic call may be initiated is August 19, 2026.
• Investors should be willing to accept the risk of losing a significant portion or all of their principal and the risk that no
Contingent Interest Payment may be made with respect to some or all Quarterly Monitoring Periods.
• Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Interest Payments.
• The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., as guarantor of the notes.
• Payments on the notes are not linked to a basket composed of the Underlyings. Payments on the notes are linked to the
performance of each of the Underlyings individually, as described below.
• Minimum denominations of $1,000 and integral multiples thereof
• The notes are expected to price on or about May 20, 2026 and are expected to settle on or about May 26, 2026. The
Strike Value of each Underlying has been determined by reference to the closing value of that Underlying on
May 19, 2026 and not by reference to the closing value of that Underlying on the Pricing Date.
• CUSIP: 46661ACA6
Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanying
prospectus supplement, “Risk Factors” beginning on page PS-12 of the accompanying product supplement and
“Selected Risk Considerations” beginning on page PS-5 of this pricing supplement.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the
notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling
commissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $6.00 per
$1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
If the notes priced today, the estimated value of the notes would be approximately $970.00 per $1,000 principal amount
note. The estimated value of the notes, when the terms of the notes are set, will be provided in the pricing supplement
and will not be less than $950.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this
pricing supplement for additional information.
The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
and are not obligations of, or guaranteed by, a bank.

PS-1 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the S&P 500® Index, the iShares® MSCI EAFE ETF and the iShares® MSCI
Emerging Markets ETF
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct, wholly
owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: The S&P 500® Index (Bloomberg ticker: SPX) (the
“Index”) and the iShares® MSCI EAFE ETF (Bloomberg ticker:
EFA) and the iShares® MSCI Emerging Markets ETF (Bloomberg
ticker: EEM) (each of the iShares® MSCI EAFE ETF and the
iShares® MSCI Emerging Markets ETF, a “Fund” and collectively,
the “Funds”) (each of the Index and the Funds, an “Underlying” and
collectively, the “Underlyings”)
Contingent Interest Payments: If the notes have not been
automatically called and the closing value of each Underlying on
each day during a Quarterly Monitoring Period is greater than or
equal to its Interest Barrier, you will receive on the applicable
Interest Payment Date for each $1,000 principal amount note a
Contingent Interest Payment equal to at least $35.375 (equivalent
to a Contingent Interest Rate of at least 14.15% per annum,
payable at a rate of at least 3.5375% per quarter) (to be provided in
the pricing supplement).
If the closing value of any Underlying on any day during a
Quarterly Monitoring Period is less than its Interest Barrier, no
Contingent Interest Payment will be made with respect to that
Quarterly Monitoring Period.
Contingent Interest Rate: At least 14.15% per annum, payable at
a rate of at least 3.5375% per quarter (to be provided in the pricing
supplement)
Interest Barrier: With respect to each Underlying, 70.00% of its
Strike Value, which is 5,147.527 for the Index, $71.344 for the
iShares® MSCI EAFE ETF and $44.982 for the iShares® MSCI
Emerging Markets ETF
Trigger Value: With respect to each Underlying, 60.00% of its
Strike Value, which is 4,412.166 for the Index, $61.152 for the
iShares® MSCI EAFE ETF and $38.556 for the iShares® MSCI
Emerging Markets ETF
Strike Date: May 19, 2026
Pricing Date: On or about May 20, 2026
Original Issue Date (Settlement Date): On or about May 26, 2026
Quarterly Monitoring Periods: The period from but excluding the
Strike Date to and including the first Review Date, and each
successive period from but excluding a Review Date to and
including the next succeeding Review Date
Review Dates*: August 19, 2026, November 19, 2026, February
19, 2027, May 19, 2027, August 19, 2027, November 19, 2027,
February 22, 2028, May 19, 2028, August 21, 2028, November 20,
2028, February 20, 2029, May 21, 2029, August 20, 2029,
November 19, 2029, February 19, 2030, May 20, 2030, August 19,
2030, November 19, 2030, February 19, 2031 and May 19, 2031
(final Review Date)
Interest Payment Dates*: August 24, 2026, November 24, 2026,
February 24, 2027, May 24, 2027, August 24, 2027, November 24,
2027, February 25, 2028, May 24, 2028, August 24, 2028,
November 24, 2028, February 23, 2029, May 24, 2029, August 23,
2029, November 23, 2029, February 22, 2030, May 23, 2030,
August 22, 2030, November 22, 2030, February 24, 2031 and the
Maturity Date
Maturity Date*: May 22, 2031
Call Settlement Date*: If the notes are automatically called on any
Review Date (other than the final Review Date), the first Interest
Payment Date immediately following that Review Date
Automatic Call:
If the closing value of each Underlying on any Review Date (other
than the final Review Date) is greater than or equal to its Strike
Value, the notes will be automatically called for a cash payment, for
each $1,000 principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Payment, if any, applicable to the Quarterly
Monitoring Period ending on that Review Date, payable on the
applicable Call Settlement Date. No further payments will be made
on the notes.
Payment at Maturity:
If the notes have not been automatically called and the Final Value
of each Underlying is greater than or equal to its Trigger Value, you
will receive a cash payment at maturity, for each $1,000 principal
amount note, equal to (a) $1,000 plus (b) the Contingent Interest
Payment, if any, applicable to the final Quarterly Monitoring Period.
If the notes have not been automatically called and the Final Value
of any Underlying is less than its Trigger Value, your payment at
maturity per $1,000 principal amount note will be calculated as
follows:
$1,000 + ($1,000 × Least Performing Underlying Return)
If the notes have not been automatically called and the Final Value
of any Underlying is less than its Trigger Value, you will lose more
than 40.00% of your principal amount at maturity and could lose all
of your principal amount at maturity.
Least Performing Underlying: The Underlying with the Least
Performing Underlying Return
Least Performing Underlying Return: The lowest of the
Underlying Returns of the Underlyings
Underlying Return:
With respect to each Underlying,
(Final Value – Strike Value)
Strike Value
Strike Value: With respect to each Underlying, the closing value of
that Underlying on the Strike Date, which was 7,353.61 for the
Index, $101.92 for the iShares® MSCI EAFE ETF and $64.26 for
the iShares® MSCI Emerging Markets ETF. The Strike Value of
each Underlying is not the closing value of that Underlying on
the Pricing Date.
Final Value: With respect to each Underlying, the closing value of
that Underlying on the final Review Date
Share Adjustment Factor: With respect to each Fund, the Share
Adjustment Factor is referenced in determining the closing value of
that Fund and is set equal to 1.0 on the Strike Date. The Share
Adjustment Factor of each Fund is subject to adjustment upon the
occurrence of certain events affecting that Fund. See “The
Underlyings — Funds — Anti-Dilution Adjustments” in the
accompanying product supplement for further information.
* Subject to postponement in the event of a market disruption event and as
described under “General Terms of Notes — Postponement of a
Determination Date — Notes Linked to Multiple Underlyings” and “General
Terms of Notes — Postponement of a Payment Date” in the accompanying
product supplement or early acceleration in the event of an acceleration
event as described under “General Terms of Notes — Consequences of an
Acceleration Event” in the accompanying product supplement and “Selected
Risk Considerations — Risks Relating to the Notes Generally — We May
Accelerate Your Notes If an Acceleration Event Occurs” in this pricing
supplement

PS-2 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the S&P 500® Index, the iShares® MSCI EAFE ETF and the iShares® MSCI
Emerging Markets ETF
How the Notes Work
Payments in Connection with Quarterly Monitoring Periods Preceding the Final Quarterly Monitoring Period
Payment at Maturity If the Notes Have Not Been Automatically Called
Total Contingent Interest Payments
The table below illustrates the hypothetical total Contingent Interest Payments per $1,000 principal amount note over the term of the
notes based on a hypothetical Contingent Interest Rate of 14.15% per annum, depending on how many Contingent Interest Payments
are made prior to automatic call or maturity. The actual Contingent Interest Rate will be provided in the pricing supplement and will be
at least 14.15% per annum (payable at a rate of at least 3.5375% per quarter).
Number of Contingent
Interest Payments
Total Contingent
Interest Payments
20
$707.500
19
$672.125
18
$636.750
The notes will be automatically
called on the applicable Call
Settlement Date and you will receive
(a) $1,000 plus (b) the Contingent
Interest Payment applicable to that
Quarterly Monitoring Period.
No further payments will be made
on the notes.
Quarterly Monitoring Periods (Other than the Final Quarterly Monitoring Period)
Review Dates (Other than Final
Review Date)
The closing value of
each Underlying is
greater than or equal
to its Strike Value.
The closing value of
any Underlying is less
than its Strike Value.
Strike
Value
You will receive a Contingent
Interest Payment on the applicable
Interest Payment Date.
Proceed to the next Quarterly
Monitoring Period.
The closing value of each
Underlying is greater than or
equal to its Interest Barrier on
each day during that Quarterly
Monitoring Period.
No
Automatic
Call No Contingent Interest Payment will
be made with respect to the
applicable Quarterly Monitoring
Period.
Proceed to the next Quarterly
Monitoring Period.
Compare the closing value of each Underlying on each Review Date to its Strike Value and its Interest Barrier on each day during the Quarterly
Monitoring Period ending on that Review Date until the final Quarterly Monitoring Period or any earlier automatic call.
Automatic
Call
The closing value of any
Underlying is less than its
Interest Barrier on any day
during that Quarterly
Monitoring Period.
The closing value of each
Underlying is greater than or
equal to its Interest Barrier on
each day during that Quarterly
Monitoring Period.
The closing value of any
Underlying is less than its
Interest Barrier on any day
during that Quarterly
Monitoring Period.
The notes will be automatically
called on the applicable Call
Settlement Date and you will receive
$1,000.
No further payments will be made on
the notes.
Prior to the Final Review
Date
You will receive (a) $1,000 plus (b)
the Contingent Interest Payment
applicable to the final Review Date.
The notes are not
automatically called.
Proceed to maturity
Final Review Date Payment at Maturity
The Final
Value of each
Underlying is
greater than
or equal to
its Trigger
Value.
You will receive:
$1,000 + ($1,000 ×Least
Performing Underlying Return)
Under these circumstances, you
will lose a significant portion or all
of your principal amount at maturity.
The Final Value of
any Underlying is
less than its
Trigger Value.
Final Quarterly Monitoring
Period
The closing value of
each Underlying is
greater than or equal
to its Interest Barrier on
each day during the final
Quarterly Monitoring
Period.
The closing value of any
Underlying is less than
its Interest Barrier on
any day during the final
Quarterly Monitoring
Period.
Therefore the closing
value of at least one
Underlying is less than
its Interest Barrier on at
least one day during eh
final Quarterly monitoring
Period.
You will receive $1,000.

PS-3 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the S&P 500® Index, the iShares® MSCI EAFE ETF and the iShares® MSCI
Emerging Markets ETF
17
$601.375
16
$566.000
15
$530.625
14
$495.250
13
$459.875
12
$424.500
11
$389.125
10
$353.750
9
$318.375
8
$283.000
7
$247.625
6
$212.250
5
$176.875
4
$141.500
3
$106.125
2
$70.750
1
$35.375
0
$0.000
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to three hypothetical Underlyings, assuming a range of performances
for the hypothetical Least Performing Underlying on the Review Dates and during the Quarterly Monitoring Periods. Solely for
purposes of this section, the Least Performing Underlying with respect to each Review Date is the least performing of the
Underlyings determined based on the closing value of each Underlying on that Review Date compared with its Strike Value.
Each hypothetical payment set forth below assumes that, for each Quarterly Monitoring Period, the closing value of each
Underlying that is not the Least Performing Underlying with respect to the applicable Review Date on which that Quarterly
Monitoring Period ends is greater than or equal to its Interest Barrier on each day during that Quarterly Monitoring Period.
The hypothetical payments set forth below assume the following:
• a Strike Value for each Underlying of 100.00;
• an Interest Barrier for each Underlying of 70.00 (equal to 70.00% of its hypothetical Strike Value);
• a Trigger Value for each Underlying of 60.00 (equal to 60.00% of its hypothetical Strike Value); and
• a Contingent Interest Rate of 14.15% per annum.
The hypothetical Strike Value of each Underlying of 100.00 has been chosen for illustrative purposes only and does not represent the
actual Strike Value of any Underlying. The actual Strike Value of each Underlying is the closing value of that Underlying on the Strike
Date and is specified under “Key Terms — Strike Value” in this pricing supplement. For historical data regarding the actual closing
values of each Underlying, please see the historical information set forth under “The Underlyings” in this pricing supplement.
Each hypothetical payment set forth below is for illustrative purposes only and may not be the actual payment applicable to a purchaser
of the notes. The numbers appearing in the following examples have been rounded for ease of analysis.
Example 1 — Notes are automatically called on the first Review Date.
Date
Closing Value of Least
Performing Underlying on Review
Date
Lowest Closing Value of
Least Performing Underlying
During Quarterly Monitoring
Period
Payment (per $1,000 principal amount
note)
First Review
Date
105.00
95.00
$1,035.375
Total Payment
$1,035.375 (3.5375% return)

PS-4 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the S&P 500® Index, the iShares® MSCI EAFE ETF and the iShares® MSCI
Emerging Markets ETF
Because the closing value of each Underlying on the first Review Date is greater than or equal to its Strike Value and the closing value
of each Underlying on each day during the first Quarterly Monitoring Period is greater than or equal to its Interest Barrier, the notes will
be automatically called for a cash payment, for each $1,000 principal amount note, of $1,035.375 (or $1,000 plus the Contingent
Interest Payment applicable to the first Quarterly Monitoring Period), payable on the applicable Call Settlement Date. No further
payments will be made on the notes.
Example 2 — Notes have NOT been automatically called, the Final Value of the Least Performing Underlying is greater than or
equal to its Trigger Value and the closing value of each Underlying on each day during the final Quarterly Monitoring Period is
greater than or equal to its Interest Barrier.
Date
Closing Value of Least
Performing Underlying on
Review Date
Lowest Closing Value of Least
Performing Underlying During
Quarterly Monitoring Period
Payment (per $1,000 principal amount
note)
First Review Date
95.00
90.00
$35.375
Second Review
Date
85.00
80.00
$35.375
Third through
Nineteenth
Review Dates
Less than Interest Barrier
Less than Interest Barrier
$0
Final Review Date
90.00
90.00
$1,035.375
Total Payment
$1,106.125 (10.6125% return)
Because the notes have not been automatically called, the Final Value of the Least Performing Underlying is greater than or equal to its
Trigger Value and the closing value of each Underlying on each day during the final Quarterly Monitoring Period is greater than or equal
to its Interest Barrier, the payment at maturity, for each $1,000 principal amount note, will be $1,035.375 (or $1,000 plus the Contingent
Interest Payment applicable to the final Quarterly Monitoring Period). When added to the Contingent Interest Payments received with
respect to the prior Quarterly Monitoring Periods, the total amount paid, for each $1,000 principal amount note, is $1,106.125.
Example 3 — Notes have NOT been automatically called, the Final Value of the Least Performing Underlying is greater than or
equal to its Trigger Value but the closing value of at least one Underlying on at least one day during the final Quarterly
Monitoring Period is less than its Interest Barrier.
Date
Closing Value of Least
Performing Underlying on
Review Date
Lowest Closing Value of Least
Performing Underlying During
Quarterly Monitoring Period
Payment (per $1,000 principal amount
note)
First Review Date
95.00
90.00
$35.375
Second Review
Date
85.00
80.00
$35.375
Third through
Nineteenth
Review Dates
Less than Interest Barrier
Less than Interest Barrier
$0
Final Review Date
90.00
65.00
$1,000.00
Total Payment
$1,070.75 (7.075% return)
Because the notes have not been automatically called, the Final Value of the Least Performing Underlying is greater than or equal to its
Trigger Value but the closing value of at least one Underlying on at least one day during the final Quarterly Monitoring Period is less
than its Interest Barrier, the payment at maturity, for each $1,000 principal amount note, will be $1,000.00. When added to the
Contingent Interest Payments received with respect to the prior Quarterly Monitoring Periods, the total amount paid, for each $1,000
principal amount note, is $1,070.75.

PS-5 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the S&P 500® Index, the iShares® MSCI EAFE ETF and the iShares® MSCI
Emerging Markets ETF
Example 4 — Notes have NOT been automatically called and the Final Value of the Least Performing Underlying is less than
its Trigger Value.
Date
Closing Value of Least
Performing Underlying on
Review Date
Lowest Closing Value of Least
Performing Underlying During
Quarterly Monitoring Period
Payment (per $1,000 principal amount
note)
First Review Date
40.00
30.00
$0
Second Review
Date
45.00
40.00
$0
Third through
Nineteenth
Review Dates
Less than Interest Barrier
Less than Interest Barrier
$0
Final Review Date
40.00
40.00
$400.00
Total Payment
$400.00 (-60.00% return)
Because the notes have not been automatically called, the Final Value of the Least Performing Underlying is less than its Trigger Value
(and, therefore, the closing value of at least one Underlying on at least one day during the final Quarterly Monitoring Period is less than
its Interest Barrier) and the Least Performing Underlying Return is -60.00%, the payment at maturity will be $400.00 per $1,000
principal amount note, calculated as follows:
$1,000 + [$1,000 × (-60.00%)] = $400.00
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term
or until automatically called. These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the
secondary market. If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would
likely be lower.
Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explained in more detail in the “Risk Factors” sections of the
accompanying prospectus supplement and product supplement.
Risks Relating to the Notes Generally
• YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —
The notes do not guarantee any return of principal. If the notes have not been automatically called and the Final Value of any
Underlying is less than its Trigger Value, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of
the Least Performing Underlying is less than its Strike Value. Accordingly, under these circumstances, you will lose more than
40.00% of your principal amount at maturity and could lose all of your principal amount at maturity.
• THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL —
If the notes have not been automatically called, we will make a Contingent Interest Payment with respect to a Quarterly Monitoring
Period only if the closing value of each Underlying on each day during that Quarterly Monitoring Period is greater than or equal to
its Interest Barrier. If the closing value of any Underlying on any day during a Quarterly Monitoring Period is less than its Interest
Barrier, no Contingent Interest Payment will be made with respect to that Quarterly Monitoring Period. Accordingly, if the closing
value of any Underlying on any day during each Quarterly Monitoring Period is less than its Interest Barrier, you will not receive any
interest payments over the term of the notes.
• CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —
Investors are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined by the market for taking that credit
risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
• AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT ACTIVITIES AND HAS LIMITED ASSETS —
As a finance subsidiary of JPMorgan Chase & Co., we have no independent activities beyond the issuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not an operating subsidiary of JPMorgan Chase & Co. and in a

PS-6 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the S&P 500® Index, the iShares® MSCI EAFE ETF and the iShares® MSCI
Emerging Markets ETF
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make
payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that
guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see “Risk Factors — Holders of securities issued by JPMorgan Financial may be subject to losses if JPMorgan Chase
& Co. were to enter into a resolution” in the accompanying prospectus supplement.
• THE OPPORTUNITY TO RECEIVE A CONTINGENT INTEREST PAYMENT WITH RESPECT TO ANY QUARTERLY
MONITORING PERIOD MAY TERMINATE ON ANY DAY DURING THAT QUARTERLY MONITORING PERIOD —
If the closing value of any Underlying on any day during a Quarterly Monitoring Period is less than its Interest Barrier, no
Contingent Interest Payment will be made with respect to that Quarterly Monitoring Period, even if the closing value of each
Underlying on each of the other days during that Quarterly Monitoring Period, including the related Review Date, is greater than or
equal to its Interest Barrier.
• THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS
THAT MAY BE PAID OVER THE TERM OF THE NOTES,
regardless of any appreciation of any Underlying, which may be significant. You will not participate in any appreciation of any
Underlying.
• YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE VALUE OF EACH UNDERLYING —
Payments on the notes are not linked to a basket composed of the Underlyings and are contingent upon the performance of each
individual Underlying. Poor performance by any of the Underlyings over the term of the notes may result in the notes not being
automatically called on a Review Date, may negatively affect whether you will receive a Contingent Interest Payment on any
Interest Payment Date and your payment at maturity and will not be offset or mitigated by positive performance by any other
Underlying.
• YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING UNDERLYING.
• THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE —
If the Final Value of any Underlying is less than its Trigger Value and the notes have not been automatically called, the benefit
provided by the Trigger Value will terminate and you will be fully exposed to any depreciation of the Least Performing Underlying.
• THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT —
If your notes are automatically called, the term of the notes may be reduced to as short as approximately three months and you will
not receive any Contingent Interest Payments after the applicable Call Settlement Date. There is no guarantee that you would be
able to reinvest the proceeds from an investment in the notes at a comparable return and/or with a comparable interest rate for a
similar level of risk. Even in cases where the notes are called before maturity, you are not entitled to any fees and commissions
described on the front cover of this pricing supplement.

PS-7 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the S&P 500® Index, the iShares® MSCI EAFE ETF and the iShares® MSCI
Emerging Markets ETF
• YOU WILL NOT RECEIVE DIVIDENDS ON EITHER FUND OR THE SECURITIES INCLUDED IN OR HELD BY ANY
UNDERLYING OR HAVE ANY RIGHTS WITH RESPECT TO EITHER FUND OR THOSE SECURITIES.
• THE RISK OF THE CLOSING VALUE OF AN UNDERLYING FALLING BELOW ITS INTEREST BARRIER OR TRIGGER
VALUE IS GREATER IF THE VALUE OF THAT UNDERLYING IS VOLATILE.
• WE MAY ACCELERATE YOUR NOTES IF AN ACCELERATION EVENT OCCURS —
Upon the announcement or occurrence of an acceleration event, we may, in our sole and absolute discretion, accelerate the
payment on your notes and pay you an amount determined by the calculation agent in good faith and in a commercially reasonable
manner by reference to the values of any fixed-income debt component and any derivatives underlying the economic terms of the
notes as of the date of the notice of acceleration. An acceleration event means a Fund is delisted, liquidated or otherwise
terminated and the calculation agent determines, in its sole discretion, that no successor fund is available. If the payment on your
notes is accelerated, your investment may result in a loss, and you may not be able to reinvest your money in a comparable
investment. Please see “The Underlyings — Funds — Discontinuation or Modification of a Fund” in the accompanying product
supplement for more information.
• LACK OF LIQUIDITY —
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
• THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT —
You should consider your potential investment in the notes based on the minimums for the estimated value of the notes and the
Contingent Interest Rate.
Risks Relating to Conflicts of Interest
• POTENTIAL CONFLICTS —
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.’s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product
supplement.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
• THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES —
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
notes will exceed the estimated value of the notes because costs associated with selling, structuring and hedging the notes are
included in the original issue price of the notes. These costs include the selling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes, the estimated cost of hedging our
obligations under the notes and the fees, if any, paid for third-party data analytics and/or electronic platform services. See “The
Estimated Value of the Notes” in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS’ ESTIMATES —
See “The Estimated Value of the Notes” in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE —
The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may
be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any
secondary market prices of the notes. See “The Estimated Value of the Notes” in this pricing supplement.

PS-8 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the S&P 500® Index, the iShares® MSCI EAFE ETF and the iShares® MSCI
Emerging Markets ETF
• THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD —
We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in
connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.
See “Secondary Market Prices of the Notes” in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by
JPMS (and which may be shown on your customer account statements).
• SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES —
Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other
things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances and,
also, because secondary market prices may exclude selling commissions, projected hedging profits, if any, estimated hedging
costs and fees, if any, paid for third-party data analytics and/or electronic platform services that are included in the original issue
price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the notes from you in secondary market
transactions, if at all, is likely to be lower than the original issue price. Furthermore, if you sell your notes, you will likely be charged
a commission for secondary market transactions, or the price will likely reflect a dealer discount and/or fees for use of an electronic
platform to facilitate secondary market activity. Any sale by you prior to the Maturity Date could result in a substantial loss to you.
• SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —
The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which
may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging
costs and the values of the Underlyings. Additionally, independent pricing vendors and/or third party broker-dealers may publish a
price for the notes, which may also be reflected on customer account statements. This price may be different (higher or lower)
than the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See “Risk
Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the
notes will be impacted by many economic and market factors” in the accompanying product supplement.
Risks Relating to the Underlyings
• JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE INDEX,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking any corporate action that might affect
the level of the Index.
• THERE ARE RISKS ASSOCIATED WITH THE FUNDS —
The Funds are subject to management risk, which is the risk that the investment strategies of the applicable Fund’s investment
adviser, the implementation of which is subject to a number of constraints, may not produce the intended results. These
constraints could adversely affect the market prices of the shares of the Funds and, consequently, the value of the notes.
• THE PERFORMANCE AND MARKET VALUE OF EACH FUND, PARTICULARLY DURING PERIODS OF MARKET
VOLATILITY, MAY NOT CORRELATE WITH THE PERFORMANCE OF THAT FUND’S UNDERLYING INDEX AS WELL AS
THE NET ASSET VALUE PER SHARE —
Each Fund does not fully replicate its Underlying Index (as defined under “The Underlyings” below) and may hold securities
different from those included in its Underlying Index. In addition, the performance of each Fund will reflect additional transaction
costs and fees that are not included in the calculation of its Underlying Index. All of these factors may lead to a lack of correlation
between the performance of each Fund and its Underlying Index. In addition, corporate actions with respect to the equity securities
underlying a Fund (such as mergers and spin-offs) may impact the variance between the performances of that Fund and its
Underlying Index. Finally, because the shares of each Fund are traded on a securities exchange and are subject to market supply
and investor demand, the market value of one share of each Fund may differ from the net asset value per share of that Fund.
During periods of market volatility, securities underlying each Fund may be unavailable in the secondary market, market
participants may be unable to calculate accurately the net asset value per share of that Fund and the liquidity of that Fund may be
adversely affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of
a Fund. Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to
buy and sell shares of a Fund. As a result, under these circumstances, the market value of shares of a Fund may vary
substantially from the net asset value per share of that Fund. For all of the foregoing reasons, the performance of each Fund may
not correlate with the performance of its Underlying Index as well as the net asset value per share of that Fund, which could
materially and adversely affect the value of the notes in the secondary market and/or reduce any payment on the notes.

PS-9 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the S&P 500® Index, the iShares® MSCI EAFE ETF and the iShares® MSCI
Emerging Markets ETF
• NON-U.S. SECURITIES RISK WITH RESPECT TO THE FUNDS —
The equity securities held by the Funds have been issued by non-U.S. companies. Investments in securities linked to the value of
such non-U.S. equity securities involve risks associated with the home countries and/or the securities markets in the home
countries of the issuers of those non-U.S. equity securities. Also, there is generally less publicly available information about
companies in some of these jurisdictions than there is about U.S. companies that are subject to the reporting requirements of the
SEC.
• THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK WITH RESPECT TO THE FUNDS —
Because the prices of the non-U.S. equity securities held by each Fund are converted into U.S. dollars for purposes of calculating
the net asset value of that Fund, holders of the notes will be exposed to currency exchange rate risk with respect to each of the
currencies in which the non-U.S. equity securities held by that Fund trade. With respect to each Fund, your net exposure will
depend on the extent to which those currencies strengthen or weaken against the U.S. dollar and the relative weight of equity
securities held by that Fund denominated in each of those currencies. If, taking into account the relevant weighting, the U.S. dollar
strengthens against those currencies, the price of the relevant Fund will be adversely affected and any payment on the notes may
be reduced.
• EMERGING MARKETS RISK WITH RESPECT TO THE iSHARES® MSCI EMERGING MARKETS ETF —
The equity securities held by the iShares® MSCI Emerging Markets ETF have been issued by non-U.S. companies located in
emerging markets countries. Countries with emerging markets may have relatively unstable governments, may present the risks of
nationalization of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets, and may have less
protection of property rights than more developed countries. The economies of countries with emerging markets may be based on
only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and
volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to
respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times.
• RECENT EXECUTIVE ORDERS MAY ADVERSELY AFFECT THE PERFORMANCE OF THE iSHARES® MSCI EMERGING
MARKETS ETF —
Pursuant to recent executive orders, U.S. persons are prohibited from engaging in transactions in, or possession of, publicly traded
securities of certain companies that are determined to be linked to the People’s Republic of China military, intelligence and security
apparatus, or securities that are derivative of, or are designed to provide investment exposure to, those securities. The sponsor of
the Underlying Index for the iShares® MSCI Emerging Markets ETF has recently removed the equity securities of a small number
of companies from that Underlying Index in response to these executive orders and, as a result, these stocks have also been
removed from the iShares® MSCI Emerging Markets ETF. If the issuer of any of the equity securities held by the iShares® MSCI
Emerging Markets ETF is in the future designated as such a prohibited company, the value of that company may be adversely
affected, perhaps significantly, which would adversely affect the performance of the iShares® MSCI Emerging Markets ETF. In
addition, under these circumstances, each of the sponsor of the Underlying Index for the iShares® MSCI Emerging Markets ETF
and the iShares® MSCI Emerging Markets ETF is expected to remove the equity securities of that company from that Underlying
Index and the iShares® MSCI Emerging Markets ETF, respectively. Any changes to the composition of the iShares® MSCI
Emerging Markets ETF in response to these executive orders could adversely affect the performance of the iShares® MSCI
Emerging Markets ETF.
• THE ANTI-DILUTION PROTECTION FOR THE FUNDS IS LIMITED —
The calculation agent will make adjustments to the Share Adjustment Factor for each Fund for certain events affecting the shares
of that Fund. However, the calculation agent will not make an adjustment in response to all events that could affect the shares of
the Funds. If an event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be
materially and adversely affected.

PS-10 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the S&P 500® Index, the iShares® MSCI EAFE ETF and the iShares® MSCI
Emerging Markets ETF
The Underlyings
The Index consists of stocks of 500 companies selected to provide a performance benchmark for the large market capitalization
segment of the U.S. equity markets. For additional information about the Index, see “Equity Index Descriptions — The S&P U.S.
Indices” in the accompanying underlying supplement.
The iShares® MSCI EAFE ETF is an exchange-traded fund of iShares® Trust, a registered investment company, that seeks to track the
investment results, before fees and expenses, of an index composed of large- and mid-capitalization developed market equities,
excluding the United States and Canada, which we refer to as the Underlying Index with respect to the iShares® MSCI EAFE ETF. The
Underlying Index with respect to the iShares® MSCI EAFE ETF is currently the MSCI EAFE® Index. The MSCI EAFE® Index is a free
float-adjusted market capitalization index that is designed to measure the equity market performance of the large- and mid-cap
segments of certain developed markets, excluding the United States and Canada. For additional information about the iShares® MSCI
EAFE ETF, see “Fund Descriptions — The iShares® ETFs” in the accompanying underlying supplement..
The iShares® MSCI Emerging Markets ETF is an exchange-traded fund of iShares®, Inc., a registered investment company, that seeks
to track the investment results, before fees and expenses, of an index composed of large- and mid-capitalization emerging market
equities, which we refer to as the Underlying Index with respect to the iShares® MSCI Emerging Markets ETF. The Underlying Index
with respect to the iShares® MSCI Emerging Markets ETF is currently the MSCI Emerging Markets Index. The MSCI Emerging
Markets Index is a free float-adjusted market capitalization index that is designed to measure the equity market performance of the
large- and mid-cap segments of global emerging markets. For additional information about the iShares® MSCI Emerging Markets ETF,
see “Fund Descriptions — The iShares® ETFs” in the accompanying underlying supplement.
Historical Information
The following graphs set forth the historical performance of each Underlying based on the weekly historical closing values from January
8, 2021 through May 15, 2026. The closing value of the Index on May 19, 2026 was 7,353.61. The closing value of the iShares® MSCI
EAFE ETF on May 19, 2026 was $101.92. The closing value of the iShares® MSCI Emerging Markets ETF on May 19, 2026 was
$64.26. We obtained the closing values above and below from the Bloomberg Professional® service (“Bloomberg”), without
independent verification. The closing values of the Funds above and below may have been adjusted by Bloomberg for actions taken by
the Funds, such as stock splits.
The historical closing values of each Underlying should not be taken as an indication of future performance, and no assurance can be
given as to the closing value of any Underlying on any Review Date or any day during any Quarterly Monitoring Period. There can be
no assurance that the performance of the Underlyings will result in the return of any of your principal amount or the payment of any
interest.

PS-11 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the S&P 500® Index, the iShares® MSCI EAFE ETF and the iShares® MSCI
Emerging Markets ETF
Tax Treatment
You should review carefully the section entitled “United States Federal Taxation” in the accompanying prospectus supplement. In
determining our reporting responsibilities we intend to treat (i) the notes for U.S. federal income tax purposes as prepaid forward
contracts with associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as described in the section
entitled “United States Federal Taxation — Tax Consequences to U.S. Holders — Program Securities Treated as Prepaid Financial
Contracts with Associated Coupons” in the accompanying prospectus supplement. Based on the advice of Davis Polk & Wardwell LLP,
our special tax counsel, we believe that this is a reasonable treatment, but that there are other reasonable treatments that the IRS or a
court may adopt, in which case the timing and character of any income or loss on the notes could be materially affected. In addition, in
2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward
contracts” and similar instruments. The notice focuses in particular on whether to require investors in these instruments to accrue
income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or
loss with respect to these instruments and the relevance of factors such as the nature of the underlying property to which the
instruments are linked. While the notice requests comments on appropriate transition rules and effective dates, any Treasury
regulations or other guidance promulgated after consideration of these issues could materially affect the tax consequences of an
investment in the notes, possibly with retroactive effect. The discussions above and in the accompanying prospectus supplement do
not address the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the Code. You should
consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, including possible
alternative treatments and the issues presented by the notice described above.
Non-U.S. Holders — Tax Considerations. The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and
although we believe it is reasonable to take a position that Contingent Interest Payments are not subject to U.S. withholding tax (at least

PS-12 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the S&P 500® Index, the iShares® MSCI EAFE ETF and the iShares® MSCI
Emerging Markets ETF
if an applicable Form W-8 is provided), it is expected that withholding agents will (and we, if we are the withholding agent, intend to)
withhold on any Contingent Interest Payment paid to a Non-U.S. Holder generally at a rate of 30% or at a reduced rate specified by an
applicable income tax treaty under an “other income” or similar provision. We will not be required to pay any additional amounts with
respect to amounts withheld. In order to claim an exemption from, or a reduction in, the 30% withholding tax, a Non-U.S. Holder of the
notes must comply with certification requirements to establish that it is not a U.S. person and is eligible for such an exemption or
reduction under an applicable tax treaty. If you are a Non-U.S. Holder, you should consult your tax adviser regarding the tax treatment
of the notes, including the possibility of obtaining a refund of any withholding tax and the certification requirement described above.
Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an “Underlying Security”). Based on certain determinations made by us, we expect that Section 871(m) will
not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with
this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you
enter into other transactions with respect to an Underlying Security. If necessary, further information regarding the potential application
of Section 871(m) will be provided in the pricing supplement for the notes. You should consult your tax adviser regarding the potential
application of Section 871(m) to the notes.
In the event of any withholding on the notes, we will not be required to pay any additional amounts with respect to amounts so withheld.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at
any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference
may be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal
funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see “Selected Risk Considerations — Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate” in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our
affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on
various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is
determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes does not represent future values of the notes and may differ from others’ estimates. Different pricing
models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On
future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.’s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
which JPMS would be willing to buy notes from you in secondary market transactions.
The estimated value of the notes will be lower than the original issue price of the notes because costs associated with selling,
structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions
paid to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming
risks inherent in hedging our obligations under the notes, the estimated cost of hedging our obligations under the notes and the fees, if
any, paid for third-party data analytics and/or electronic platform services. Because hedging our obligations entails risk and may be
influenced by market forces beyond our control, this hedging may result in a profit that is more or less than expected, or it may result in

PS-13 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the S&P 500® Index, the iShares® MSCI EAFE ETF and the iShares® MSCI
Emerging Markets ETF
a loss. A portion of the profits, if any, realized in hedging our obligations under the notes may be allowed to other affiliated or
unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See “Selected Risk Considerations
— Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Estimated Value of the Notes Will Be Lower
Than the Original Issue Price (Price to Public) of the Notes” in this pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondary market prices of the notes, see “Risk Factors — Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the notes will be impacted by many
economic and market factors” in the accompanying product supplement. In addition, we generally expect that some of the costs
included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs, our internal secondary market funding rates for
structured debt issuances and the fees paid for third-party data analytics and/or electronic platform services. This initial predetermined
time period is intended to be the shorter of six months and one-half of the stated term of the notes. The length of any such initial period
reflects the structure of the notes, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated
costs of hedging the notes and when these costs are incurred, as determined by our affiliates. See “Selected Risk Considerations —
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Value of the Notes as Published by JPMS
(and Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Notes
for a Limited Time Period” in this pricing supplement.
Supplemental Use of Proceeds
The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See “How the Notes Work” and “Hypothetical Payout Examples” in this pricing supplement for an illustration of the risk-return
profile of the notes and “The Underlyings” in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid to JPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes, plus the fees, if any, paid
for third-party data analytics and/or electronic platform services.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part, and the more detailed information
contained in the accompanying product supplement and the accompanying underlying supplement. This pricing supplement, together
with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as
well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for
implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among
other things, the matters set forth in the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying
product supplement, as the notes involve risks not associated with conventional debt securities. We urge you to consult your
investment, legal, tax, accounting and other advisers before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our
filings for the relevant date on the SEC website):
• Product supplement no. 3-I dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000121390026045198/ea0285802-20_424b2.pdf
• Underlying supplement no. 1-I dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000121390026045209/ea0285802-11_424b2.pdf
• Prospectus supplement and prospectus, each dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000095010326005889/crt_dp245141-424b2.pdf
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing
supplement, “we,” “us” and “our” refer to JPMorgan Financial.